EMPLOYMENT AGREEMENT
Exhibit 10.3
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and effective as of November 3, 2003 between
CALL NOW, INC., a Nevada corporation (the “Corporation”), and XXXXXX X. XXXXXXX, an individual (the
“Executive”).
1. Employment. The Corporation and Executive hereby confirm the continuation of the
employment of Executive on the terms and conditions set forth herein.
1.1 Executive covenants to perform in good faith his employment duties as outlined herein,
devoting his full productive time, energies and abilities to the proper and efficient management of
the business of the Corporation, and for its exclusive benefit.
1.2 Executive shall not, without the prior written consent of the Corporation, directly or
indirectly, during the term of his employment by the Corporation and for two (2) years following
termination of Executive’s employment by the Company: (i) render services of business,
professional or commercial nature to any other person or entity, whether for compensation or
otherwise, similar or relating to the business of the Corporation, or (ii) engage in any activity
competitive with or adverse to the Corporation’s business or welfare, whether alone, as a partner
or member, or as an officer, director, employee or 5% or greater shareholder of a corporation.
2. Term of Employment. Subject to the provisions set forth herein, the term of
Executive’s employment hereunder shall continue for one (1) year and thereafter for successive
terms of one (1) year each unless at the option of either party upon at least thirty days’ prior
written notice such employment is terminated at the end of the then current term.
3. Duties. Executive shall be employed as President and Chief Executive Officer of
the Corporation. Executive shall report to the Board of Directors of the Corporation and shall be
subject to such reasonable rules and policies established by the Board for all executives of the
Corporation. By execution hereof, Executive also executes the Employee Confidentiality Agreement
in the form annexed hereto and made a part hereof.
4. Compensation. For all services he may render to the Corporation during the term of
this Agreement, including services as officer, director or member of any committee of the Board of
Directors, Executive shall receive the following compensation:
4.1 Executive shall receive a salary at the rate of $125,000 per year, along with such bonuses
and increases approved by the Board of Directors
5. Benefits. During the term of this Agreement, Executive shall be entitled to the
benefits established for management of the Corporation from time-to-time.
6. Termination. The employment of Executive may be terminated at any time by:
(i) Mutual agreement; or
(ii) Action of the Board of Directors, on thirty days’ prior written notice, in the event of
illness or disability of Executive resulting in failure to discharge his duties under this
Agreement for ninety or more consecutive days or for a total of one hundred eighty or more days in
a period of twelve consecutive months; or
(iii) The employment of Executive hereunder may be terminated by action of the Board of
Directors for Cause (as defined herein), effective immediately upon the day written notice of
termination for Cause is mailed or hand-delivered to Executive. For purposes of this Agreement
“Cause” means any of the following conduct by Executive: (a) embezzlement, misappropriation of
corporate funds, or other material acts of dishonesty; or (b) commission or conviction of any
felony, or of any
misdemeanor involving moral turpitude, or entry of a plea of guilty or nolo contendere to any
felony or misdemeanor.
6.1 Such compensation at the time of termination shall be paid to Executive for a period of
two (2) years following the termination of Executive as an employee of the Corporation for any
reason other than Cause as defined in Section 6(iii).
7. Indemnification. The Corporation shall indemnify Executive against expenses
(including attorneys’ fees and costs of investigation), judgments, fines and amounts paid in
settlement actually and reasonably incurred by Executive in connection with any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, derivative, investigative or
administrative by reason of the fact that he is or was a director, officer, employee, or agent of
the Corporation or an affiliate of the Corporation or a participant in another corporation,
partnership or other enterprise at the request of the Corporation if he acted in good faith and in
a manner reasonably believed to be in or not opposed to the best interest of the Corporation or
such other entity, and with respect to any criminal action or proceeding, had no reasonable cause
to believe that his conduct was unlawful. The Corporation shall pay the foregoing expenses as
incurred and Executive shall repay any such amounts upon the final determination that he was not
entitled to such indemnification, such determination to be by a court of competent jurisdiction.
Executive shall undertake any activities involving legislation on behalf of the Corporation in
compliance with all legal requirements governing such activities.
8. Non-Raiding. Executive agrees that during his employment by the Corporation until
two years after the termination of Executive’s employment by the Corporation for any reason, he
will not, directly or indirectly, without the prior written consent of the Corporation, induce or
influence, or seek to induce or influence, any person who is engaged by the Corporation or any
affiliate of the Corporation as an employee, agent, independent contractor or
otherwise, or any entity which is doing business with the Corporation in any capacity to
terminate or modify such employment or engagement, or such business relationship with the
Corporation nor shall Executive directly or indirectly, through any other person, firm or
corporation, employ or engage, or solicit for employment or engagement, or advise or recommend to
any other person or entity that such person or entity employ or engage or solicit for employment or
engagement, any person or entity employed or engaged by or doing business with the Corporation or
any affiliate of the Corporation.
9. Miscellaneous.
9.1 The failure of either party to enforce any provision of this Agreement shall not be
construed as a waiver of any such provision, nor prevent such party thereafter from enforcing such
provision or any other provision of this Agreement. The rights granted both parties herein are
cumulative and the election of one shall not constitute a waiver of such party’s right to assert
all other legal remedies available under the circumstances.
9.2 Any notice to be given to the Corporation under the terms of this Agreement shall be
addressed to the Corporation, at the address of its principal place of business, and any notice to
be given to Executive shall be addressed to him at his home address last shown on the records of
the Corporation, or such other address as either party may hereafter designate in writing to the
other. Any notice shall be deemed duly given when mailed by registered or certified mail, postage
prepaid, as provided herein.
9.3 The provisions of the Agreement are severable, and if any provision of this Agreement
shall be held to be invalid or otherwise unenforceable, in whole or in part, the remainder of the
provisions, or enforceable parts thereof, shall not be affected thereby.
9.4 The rights and obligations of the Corporation under this Agreement shall inure to the
benefit of and be binding upon the successors and assignees of the Corporation.
9.5 This Agreement supersedes all prior agreements and understandings between the parties
hereto, oral or written, and may not be modified or terminated orally. No modification,
termination or attempted waiver shall be valid unless in writing, signed by the party against whom
such modification, termination or waiver is sought to be enforced.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.
CALL NOW, INC. |
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| XXXXXX X. XXXXXXX | ||||
